Pinkie & the Chocolate Factory
by Quill and Brush
Summary: Mares and gentlestallions, colts and fillies, yearlings of all ages! Gather round as I tell you a tale of mystery and intrigue. And chocolate. But mostly chocolate... Now that I think about it, there's not actually much mystery or intrigue. But there is a lot of chocolate. And a factory... And incredibility. You know what? I'm gonna tell you a story and you're gonna listen.
1. Prologue

"Come on, Twilight! Pleeeease?!"

"Ugh, why are you so intent on going to see this factory? You didn't mind not going to see the Weather Factory in Cloudsdale." Twilight Sparkle pulled her nose out of the book lying on the floor in front of her. She turned to face Spike. The young dragon had been pestering her nonstop for two days now.

"But the Weather Factory didn't have free chocolate," Spike said.

Twilight shook her head, sighing. "Did the flyer say they were giving away free chocolate?"

"…no… but it's a Chocolate Factory!" Spike exclaimed. "They have to have free samples."

"Spike, I've told you before," Twilight said. "I don't have time to go gallivanting across Equestria to go and take a tour of a factory just for the hope of getting free chocolate."

Spike, dejected, hung his head. "Well fine then," he said. "I'll just go over to Sugarcube Corner and see if Pinkie Pie can get me some chocolate."

Twilight sighed in relief. "Alright, Spike," she said, putting her nose back in her book. "Have fun."

* * *

Spike opened up the door to Sugarcube Corner, and walked through. Closing it behind himself, he walked up to the counter just as a pink head appeared from the door back into the kitchen. The pink head had a large, puffy pink mane. The head looked towards the door, and, seeing nopony, sighed. "Darn," the head said. "I thought I heard somepony come in."

Spike stuck his head up over the counter. "Hi Pinkie Pie," he greeted the pony, who was walking from the kitchen over to the counter. "You got any chocolate?"

"Oh, hey, Spike," Pinkie Pie said. "Chocolate?" She put a hoof to her chin. "Somewhere. I think. Why?" She brought her hoof back down and then crossed her forelegs on the counter.

Spike visibly brightened. "I've been trying to get Twilight to take me to the new Chocolate Factory in Fillydelphia. I found a flyer that said that they were giving free tours! And that means FREE CHOCOLATE!"

Pinkie gasped, managing to hover several hands (hooves?) in the air. "Free CHOCOLATE?" she asked as she landed on top of the counter. "When are we going?" She leaned down and stuck her face in Spike's, staring into his eyes in barely contained excitement.

Spike leaned away from Pinkie. "Um, I haven't quite convinced her." He grinned sheepishly. Hearing this, Pinkie returned upright and slowly stepped off of the counter, her hair deflating ever so slightly. Spike noticed this, and quickly added "yet."

"Well then, let's go convince her," Pinkie said, her usual demeanor returning almost audibly.

"Um," Spike muttered nervously. "Can I still get that chocolate?"

* * *

Pinkie bounced through the front door of the library with a brown lump on her back. Two eyes opened on the lump, followed by a mouth. From the mouth protruded a forked tongue, which then proceeded to swipe around the lump. The brown was quickly removed, revealing a purple-and-green Spike.

"How can you stand to bounce around everywhere, Pinkie?" Spike asked, slightly disoriented. "And how did that little chocolate bar end up completely covering me?"

"Oh, that's easy," Pinkie replied. "I'm excited, which gives me energy! And that's just how good that chocolate is!"

Spike rolled his eyes before hopping down off of Pinkie's back. "Wait here, Pinkie," Spike said, walking towards the stairs. "I'm gonna go get Twilight."

"Oki doki loki, Spike!" Pinkie plopped down on her haunches and stared after Spike, waiting patiently.

Spike mounted the stairs and opened the door into the living space. Seeing Twilight lying on the bed, he cleared his throat. She looked up at him, and he said "Pinkie's downstairs and wants to talk to you."

Twilight tilted her head and asked "What about?" Spike shrugged, causing Twilight to sigh. She got up, marked her place in her book, shook herself out, and headed into the public part of the library. As she descended the steps, she smiled at Pinkie, who was still sitting patiently by the door. "What's up, Pinkie Pie?"

Pinkie jumped up quickly, landing right in front of Twilight. Twilight startled back, but Pinkie grabbed her shoulders and stared into her eyes. "Free chocolate, Twilight! FREE CHOCOLATE!"

"What are you talking about?" Twilight stared at Pinkie, mouth agape. Her mind was going at light speed, trying to figure out what Pinkie was going on about.

"Free chocolate, duh." Pinkie rolled her eyes. "I just said that twice, Twilight. And I thought you were the observant one."

"What is…? I don't even… What?" Twilight's mouth was still agape, and her eyes were clouded in confusion, her right eye twitching.

Spike came to the rescue. "Twilight, Pinkie heard about the Chocolate Factory, too."

Pinkie nodded her head so violently that it appeared as if it would fly off. "Yeah, that! When are we going?" Her face ended up about an inch away from Twilight's.

Twilight blinked three or four times, and she leaned away from the intrusion of personal space. "Um, going where? The Chocolate Factory? I didn't think we were."

At this, Pinkie visibly saddened, her mane straightening out slightly. "Oh, okay then. I guess I'll just go be sad… and not get free chocolate…"

Twilight facehoofed, and sighed loudly. "Pinkie, if I say we can go to the Chocolate Factory, will you stop all this melodrama?"

"…Maybe."

"*sigh* Fine. We can g-" Twilight was cut off as Pinkie audibly brightened and both Pinkie and Spike tackled her.

"Thank you, Twilight! Thank you, thank you, thank you," they chorused.

They sat there in a group hug, Twilight's face showing slight annoyance, until Pinkie's eyes lit up and she gasped, again hovering several hands (again hooves?) in the air. "We could make an adventure out of this! We need to go get the others!" And with that she rushed out the door to go get the rest of the group.

Twilight blinked. "What just happened?" she asked turning around to look at Spike, who was still clinging to her back.

Spike blinked as well. "I think we just need to wait here for Pinkie to get back with the other four."

* * *

"What's this about chocolate, now?"

* * *

"Darling, I have no idea what you're talking about."

* * *

"Oh, um, sure…"

* * *

"Sweet! Heh. Let's go!"

* * *

Pinkie barged back into the library, followed by two pegasi, a unicorn, and an earth pony. All but the pink earth pony and the cyan pegasus had questioning looks on their faces. Twilight looked back at them sympathetically. Pinkie bounced around the library, a look of pure excitement on her face. "Well? What are we waiting for? Let's go!"

The orange earth pony tipped her Stetson up higher up on her head. "An' jus' where are we goin', now?"

Spike walked out of the kitchen, a glass of water in his claws. "The Chocolate Factory. You know, Applejack, the one that was just built in Fillydelphia?"

Applejack shook her head. "I ain't never heard of it."

"Oh, I have," the white unicorn said, with a hoof on her chin. "I think it's run by a unicorn named Chocolate Factory."

"Well, that's original, Rarity," the cyan pegasus scoffed.

"Hey, it wasn't my idea, Rainbow Dash!" Rarity retorted.

Rainbow Dash waved a hoof. "Whatever, I was promised chocolate, so are we going or not?"

"Um," the yellow pegasus interjected awkwardly, then stopped when the whole group stopped to look at her.

"Go on, Fluttershy," Twilight coaxed.

Fluttershy looked up slightly. "Um, I agree with Rainbow."

"Well then, let's go!" Pinkie chirped.

* * *

**A/N: Well, this is a story that I wrote, um, awhile ago. It's up on FiMFiction already, but I decided to post it here, also. So, we begin.**

**Oh! Before I go, I'd like to ask whoever reads this (if anyone) what kind of update schedule they'd like. I have the whole story written out, so it's just a matter of how long people want to wait. Should I just post it all now? Or one chapter a day? Or one a week? It's really up to you. I'll wait a week or so, and if I don't receive any responses by then, I'll just follow that trend. Review or PM, either works.**


	2. Chapter 1

**A/N: Well, the only response I've gotten is a 'daily' from a EnderTy, so that means that the next chapter is coming out... now, I guess. So, without further ado, I present Chapter 1!**

* * *

"Whoa!" the whole group breathed in unison, mouths agape, staring in awe at the giant chocolate colored building with a large logo on the front of a large CF with a black fedora sitting on top of the C. There were several monstrous smokestacks on the top of the building belching thick, black smoke.

The group had taken the train from Ponyville to Fillydelphia and walked from the station to where the flyer told them the Factory was, somewhere just outside of the Fillydelphia city limits.

The group slowly walked up to the giant chocolate-bar-shaped doors with a C etched in one and an F in the other. Just as they were about to get in knocking distance the doors swung inwards. Standing there in the now open doorway was a light blue pegasus mare with a stiff icy blue mane with gray stripes and a matching tail. She had bright yellow eyes and a genial smile. Her cutie mark consisted of a storm cloud producing a single large snowflake. She wore three small bangles that matched her highlights around each leg and two larger ones around her left forehoof.

She stood there for a moment, as did the six ponies and single dragon. The blue mare's smile drooped slightly as she stared at the stunned group. "Oh, oops," she then grinned sheepishly. "Cocoa's always telling me that I need to tone the entrances down a bit. Um, come on in." She waved the group in, which followed the directing hoof. "My name's Blizzard, by the way." The giant doors closed with a resounding thud.

Pinkie, recovering the quickest, bounced up to Blizzard and took her hoof, shaking it vigorously. "Hi, I'm Pinkie Pie!" Applejack quickly grabbed hold of Pinkie before she could begin a long winded spiel.

"We're here for the tour of the factory," Twilight quickly took the lead.

Blizzard slowly started to settle down after the rough hoofshake. "O-of course, of c-course, I'll just call Cocoa. Then the t-tour can begin." She walked over to a desk across from the doors and pressed down a button on an intercom. "Hey Cocoa?" There was a buzz from the speaker. "Yeah, we got a group here for the tour." Another buzz. "Okay, see you in a few." She released the button and walked back over to the group. "He'll be down in a minute."

Twilight arched an eyebrow. "Who's Cocoa?"

"Oh, his actual name is Chocolate Factory, but I call him Cocoa. He runs the Factory." Twilight nodded, satisfied.

After a few minutes of silence, waiting for Chocolate Factory, Rarity cleared her throat and asked "And what do you do here, Blizzard?"

"Oh, I'm the secretary – pony – thing. I also run the Factory's climate." She beamed, clearly proud of her job.

Rainbow perked up at this. "How do you do that?" she asked.

"Well, my special talent is working with cold weather," she began. "So I basically just keep the chocolate from melting after it's been molded by cooling the air in the storage room." She shrugged. "Fairly simple."

Rainbow nodded. "Cool. Heh. Sorry."

Just then, a door behind the desk flew open revealing a dark brown unicorn stallion. He had chocolate brown eyes framed by glasses. His muzzle was a light brown, as were his hooves. His mane was slicked back and trimmed short, matching his coat in color with a reddish brown highlight. He wore an analog wristwatch on his left forehoof. He wore a collared vest that almost reached to his triple-gear cutie mark. His glasses, vest, and watch were all the same gray as his cutie mark. His tail was short and parted in two, matching his mane in color. Finally, on top of his head, was a very distinctive black and white fedora resting against his horn.

The unicorn strode calmly into the room, stopping next to Blizzard. He stood there for a moment, his face blank. Next to him, Blizzard was smiling. The group around him was staring at him, unsure how to react.

Suddenly, his face brightened immensely, gaining a large, toothy grin. "Well, I'm glad somepony finally showed up! Isn't that right, Icy?"

Blizzard chuckled and playfully pushed a hoof against his shoulders. "Yeah, glad that you can vent all that energy into something productive!"

"Well, howdy! My name's Chocolate Factory, and this here's my Chocolate Factory!"

Rainbow smirked. "That's real original, how'd you come up with that name?"

Chocolate, grin still going strong, brought a hoof to his chin, his eyes betraying his thoughtfulness. "Well, it all started when I got my cutie mark-"

"Cocoa," Blizzard interrupted him. "I don't think that's what she meant."

"I'm sorry about her," Twilight spoke up. "Sometimes I think her mouth and her mind aren't on speaking terms."

"Hey!" Rainbow harrumphed.

"That's alright!" Chocolate waved a hoof dismissively. "Happens to me all the time! Well, why don't you tell me your names, and then we can begin our little tour of our humble facility!"

Twilight spoke up. "I'm Twilight Sparkle, and these are Rainbow Dash, Applejack, Pinkie Pie, Spike, Rarity, and Fluttershy." She pointed to each in turn.

Chocolate nodded. "Good, good. Will you be joining us, Icy?"

Blizzard shrugged. "Sure, it's not like I have anything better to do around here." Her tone was nonchalant, but her eyes glimmered playfully.

Chocolate nodded. "Good. Now, if you'll all follow me." He turned and began to walk back to the door that he had come through earlier. "Please try to keep up, as it is easy to get lost, and difficult to get found."

The group chuckled. "He's not kidding," Blizzard said, completely serious. The group quickly quit laughing.

They walked down a hall that gradually narrowed. "How long is this hall?" Rainbow asked.

"Quite long," Chocolate answered, his gaze never flinching.

"Well are we-"

"We're here," Chocolate said, stopping abruptly. The hall had continued to narrow until the ponies had to crouch, single file. Chocolate carefully turned his head to look at the group trailing behind him. "What I am about to show you, you cannot speak of to anyone. Understand?"

The group looked at him, confused. After a moment of silence, Twilight spoke up. "Why not?"

Chocolate shook his head. "If word of my methods got out, other ponies could copy them and have chocolate of the same caliber as mine. And then where would we be?"

The group looked at each other, then back to Chocolate's completely serious face, then to Blizzard's slightly apologetic one, then back to Chocolate and nodded.

Chocolate nodded in return, and said "Well alright then. Let's go!" And with that, his horn began to glow with a brown aura swirled with dark red and light blue, as did the door in front of him. The door slowly swung away from the group, and a bright light was let into the hallway blinding its occupants.


	3. Chapter 2

Chocolate Factory walked through the door and into the glaring light. Blizzard let out a groan. "Cocoa, why do you keep the lights so bright in here?"

The six ponies and dragon separating them slowly became accustomed to the bright light. They stumbled in after the leading unicorn. He looked back over his shoulder, not phased in the slightest. "Because it adds to the _ambiance_ of the entrance."

"And he tells _me_ to be less dramatic," Blizzard said, rolling her eyes.

Of the tourists, Pinkie's eyes adjusted the quickest. "Wooooooooah!" The rest of the group quickly followed suit, letting out similar sounds of shock and awe.

Chocolate, still looking over his shoulder, grinned. "I'm glad you like it. Now, feel free to sample anything and everything."

Pinkie quickly dashed off smiling hugely. Twilight, however, looked at Chocolate with one eyebrow raised quizzically. "What do you mean anything and everything? The _only_ thing that looks edible is the river, the grass, and the flowers. That does not constitute an 'anything and everything'."

"Right you are, my little unicorn friend! But, in all actuality, this entire ROOM is edible. This is my storehouse for all things that are edible, but don't look edible. I love edible things."

"Riiight." As Twilight looked around the room, the rest of the group began to make their way into the field. It was interesting. There was a brown river running through the center of a large field that seemed overrun with flowers. On the far side of the room, there was a forest with what appeared to be incredibly dense undergrowth. On the right, the brown river met with a large body of the brown liquid. There was a large, clear tube coming down from the ceiling into the water. On the left, there was a small mountain range. The river began here, falling down off of a cliff. There was a path leading from the door that they just passed through leading across a bridge over the river and into the forest on the far side.

Pinkie had run straight to the river and was now drinking it through a swizzle straw. Blizzard, standing next to Chocolate and looking out over the room, looked puzzled. "Where did she get that? I didn't see it when they came in."

Chocolate chuckled. "I like her already!"

Rarity was a little ways off, daintily nibbling on a flower. Applejack had made her way over to the forest and was staring at an apple tree at the edge of the forest. Rainbow Dash was hovering near one of the mountains, staring at a large rock. Fluttershy was standing near the large lake.

Rainbow Dash shouted over at Chocolate from the mountain. "You said everything in this room was edible, right?"

"Indeed I did," he shouted back. "Those rocks are a personal favorite of mine!"

Rainbow shook her head. "If you say so." She took a tentative lick. "Hey, that's not bad! And my tongue is popping!"

Chocolate grinned. "Well they are pop rocks."

Pinkie raised her head up and inhaled deeply. "Wow! That's even better than Discord's chocolate rain!"

Chocolate shifted his attention to the pink pony. "Chocolate rain, now that's an idea. We need to get working on that, Icy."

"Of course we do, Cocoa." Blizzard looked and sounded slightly exasperated.

Applejack backed up to the apple tree and gave it swift kick, causing a single apple to fall onto her waiting hoof. She took a bite, before her eyes flew wide open. "It's a caramel apple without the caramel! How'd you do that?"

Chocolate grinned. "That, my dear, is a trade secret." He then turned and winked at Blizzard, who just shook her head.

Applejack turned back to her apple, scarfed it down quickly, and knocked another one out of the tree. Spike took off to join her, and Twilight levitated one over.

Fluttershy stuck a cautious hoof into the lake and brought it to her mouth. Her eyes flew open and lit up. "This... this is _amazing_! I... I want... MOAR!" She jumped into the air and dove down into the lake.

Blizzard swung her head over at the sound of the splash. "Oh my Celestia, she just dove into the lake!" A whirring sound emanated from the ceiling. "And the collector is starting up!" She turned to Chocolate. "We have to do something!"

Twilight's ears perked up. "Why? What's going to happen?"

"Oh, nothing, really." Chocolate's horn lit up in a brown aura with swirls of dark red and light blue. A grating sound began from below Rainbow Dash, causing her to cease her attack on the rocks she was hovering over. A cave opened up at the base of the mountain, and a horde of small gray ponies swarmed out, making their way towards the center of the room. They all looked exactly the same, with pale gray coats, blonde manes, and yellow eyes that were permanently crossed. They converged on the center of the room and looked towards where Chocolate was standing. One stepped to the front of the group and saluted. "One of our guests has fallen into the chocolate lake. See to it that she isn't hurt." The pony in the front saluted again, and the horde swarmed off, a few towards the lake, but mostly into the forest.

Applejack looked up as they passed her. "What was that?"

Chocolate chuckled. "Oh, they're just my little minions. They help out around the Factory, and do whatever dirty work I need done."

The group of Minions that headed towards the lake stopped at the edge and stared out towards the clear tube hanging down towards the lake. The tube began to extend towards the lake, just barely entering the the large collection of molten chocolate. The brown liquid began to fill the tube, rocketing skyward. Suddenly, a flash of pink emerged through the brown, followed by a splotch of yellow. Four yellow dots met the wall of the tube and stayed there for a moment before gradually sliding up the walls of the tube.

Chocolate watched in awe as the raw power of the suction tube that he created with his bare horn rendered all resistance futile. Blizzard shook her head. "There she goes."

Pinkie ran up beside the minions and stared as Fluttershy was taken into the ceiling. "Fluttershy!"

Twilight turned towards Chocolate and Blizzard. "Will she be alright? Where is she going?"

Blizzard looked at Chocolate and, noticing that he was still enthralled, she then turned to Twilight. "She'll be fine. She's just going to the assembly room. The Minions will stop her before she gets to packaging."

Twilight blinked. "Oh, okay then."

The pale yellow hooves finally disappeared into the ceiling and the tube began to rise. Once the remainder of the chocolate in the tube was brought into the ceiling and the vacuum shut off, Chocolate quickly looked away from the tube and gazed out at the remainder of tourists. "Well, let's get going. We've got a lot of Factory to see." Blizzard sighed and facehoofed.

Chocolate began to make his way across the room with Blizzard at his side. Twilight followed after a moment's hesitation. Rarity fell in beside them as they passed her. Pinkie galloped over to them and met up as they were crossing the river using the quaint bridge in the exact center of the room. Rainbow flew over and landed beside Applejack as the group arrived at the edge of the forest. Chocolate led the group of six ponies and one dragon through the forest until he came to a door on a particularly large tree. He stopped and looked around him. "Come on, come closer." Blizzard lifted off and hovered above Chocolate, followed shortly by Rainbow as the other five crowded around Chocolate. "That's better." He opened the door with a flourish and the light from within blinded all six remaining tourists.


	4. Chapter 3

**A/N: Sorry about not uploading a chapter yesterday. I had a visit from family that took most of the day, and when that finished I took an hour and a half nap, ate dinner, and went to bed. If you'd like, I can post two chapters tomorrow to make up for it.**

**And in response to EnderTy, no, it's not strange that you think that, for I am Southern myself. Although personally I think it would sound more like Braeburn, though, just a little bit deeper.**

* * *

Chocolate Factory walked through the door and into the glaring light. Blizzard let out a groan. "How do you keep doing this, Cocoa?" She followed Chocolate through the door, pulling up along him.

The six tourists stumbled through the open doorway. Chocolate turned his head towards them, chuckling. "Well, I might have set an enchantment on that door to cause a flash from the inside when it's opened."

Twilight shook her head, eyes closed. "Well, it works." The rest of the group murmured what vaguely resembled agreement, mingled with frustration.

Chocolate smiled. "Great! Now that that matter is handled, we can continue with the tour." He gestured widely towards the room they had just entered. "Now, I'm not really sure what to call this room, but at the moment, everything in here is a work in progress. Just try not to break anything, please."

Pinkie recovered her eyesight during Chocolate's introduction and began bouncing to everything possible as soon as he finished. The rest of the group recovered shortly after that and gasped. The room was full of machinery. Everything was whirring in a state of idleness at the moment, but Chocolate soon lit up his horn and a piece of machinery across the room started up.

"This creation is in the final stages of development. It's a long-lasting piece of hard candy that changes flavor as you suck on it." Pinkie bounced up to it and stood watching the machine sputter and groan. Chocolate led the rest of the group across the room. Just as they reached the machine, it sputtered, coughed, and then quieted down. "Ah, here we go! Who'd like one?" He lit his horn up and several pieces of colorful candy rose up.

Pinkie jumped up and waved his hoof. "Oh, oh, oh, me, me, I want one!" One floated in front of her and she cradled it gently in her hooves, before eagerly popping it in her mouth.

Chocolate floated candies in front of the rest of the group, who gladly accepted the treats. He then trotted over to a hulking mechanical monstrosity in the back corner of the large room. "This little piece is in the early stages of development, and I would appreciate it if you wouldn't speak of this outside of this room." The tourists nodded. "Good! Now this, if I can ever get it to work, would effectively serve as a full meal." There was a collective look of shock and disbelief. "I know, right. But seriously, it'll have all of the nutrients of a full three course meal. Taste like it, too."

"Well, shoot!" Applejack pulled her Stetson down off of her head. "If Ah had somma' dem, that'd make workin' long hours on the farm so much easier! When you get this thing inta production, Ah'd appreciate it if you'd let me know, 'n' Ah'll buy quite a large amount."

"Of course. Just leave a note with Icy here on you're way out and we'll be sure to let you know." He turned around. "In the meantime, would you like an early glimpse?"

Blizzard looked up from the machine she had been studying. "Cocoa, is that really a good idea?"

Chocolate turned back around, with his horn already glowing. "But of course, Icy. Why wouldn't it be?" An area on the face of the machine behind him glowed, and the machine let out a monstrous roar, startling all of the tourists except for Pinkie Pie, who let out a soft 'oooooh'.

The machine roared for about thirty seconds, before it let out a large cough, spitting out a cloud of black smoke and a tiny piece of candy, colored in bright shades of green, orange, and blue. Chocolate's horn lit back up, floating the candy over in front of Applejack. "Here you go, Applejack. Have a sneak preview."

Applejack bit the candy from Chocolate's magical grasp. "Is this a... gummy chew?" Chocolate nodded. "Well, alrighty then." She began to chew. "It tastes like a garden salad?" Chocolate nodded again. "That's odd... Carrot soup? Carrot and tomato soup. Not bad." Chocolate grinned.

Twilight gasped. "Is she turning blue?"

Applejack stopped chewing and looked over at Twilight. "What're you talkin' about, Twi?" She began chewing again, her muzzle fading from orange, through black, and then into a deep blue. The blue spread, finally reaching her rear hooves. "It's... blueberry pie? It's delicious!"

Chocolate's grin faded. "Darn, no change. Okay then." His horn lit up again, and the same swarm of Minions flood from unseen areas. "Take Applejack here and have here de-juiced before she swells up to much." One saluted before the multitude of little gray ponies swarmed over to Applejack who was still chewing happily, completely unaware of the transformation that her body was undergoing, rambling on about the genius that was a blueberry pie. The Minions rolled her over onto her back and marched her off like a swarm of ants.

The remaining four tourist ponies and the tourist dragon gaped as Blizzard sighed, turning to look at Chocolate. "I told you that it wasn't a good idea."

"Oh, don't worry, Icy." Chocolate waved a hoof. "She'll be fine. Now then, let's get going."

Twilight looked aghast. "Wha- you're just going to leave her?"

"No, of course not. The Minions are with her. Besides, we have a lot of things to see." Chocolate began to trot towards the back corner of the room. He turned his head to look at the group of tourists standing in the middle of the room as Blizzard fluttered over to stand beside him. "Well? What are you waiting for?"

The five tourists stared at each other for a few moments before quickly trotting over to Chocolate. He nodded as they reached him and turned around to lead the group through a door in the corner of the room.

The group made their way down the hall, stopping in front of a single unadorned door. "Well, here we are. Are we all ready?" Chocolate looked around to see his guests nodding. "Good. Well, here we go." Chocolate flung the door open rather violently, and he stepped through the door frame.


	5. Chapter 4

There was a thump as the simple door slammed against the wall, and Chocolate Factory trotted through the opening into a good-sized plain white room. Blizzard followed hard on his hooves. "What, no flash?"

Chocolate turned to look at Blizzard as she stepped up next to him. "Well, I thought that they might like a break from that."

Twilight led the remaining tourists through the doorway. "Thank Celestia for that." The rest of the group murmured affirmations. "So, what's next?"

Chocolate looked around the room. "This..." He paused dramatically. "...is a good-sized plain white room!"

"Hey!" Pinkie jumped up and landed in front of Chocolate. She put a hoof on his chest. "There is _no_ need to be repetitive!"

"But why not?" Chocolate pushed Pinkie's hoof down off of his chest. "It's in my nature to repeat stuff like that! And besides, they _need_ it to be repeated."

Pinkie raised an eyebrow in thought and put a hoof on her chin. Her gaze slowly drifted upwards. "I suppose that's true..."

During all of this, Twilight slowly made her way to stand next to Blizzard. "What are they talking about?"

Blizzard shrugged. "I dunno. He gets like this, sometimes, though. He spouts nonsense, existentialism, I think."

Twilight nodded. "Pinkie kinda does that, too. Although I haven't been around her enough to categorize it, although existentialism could work..." She brought a hoof to her chin, drifting off into her own mind.

Before too long, however, Chocolate finished his conversation with Pinkie. He turned back to address the entire group. "Well, now that that's over, how do you like it?"

The remaining tourists looked around the room. Rarity looked back to Chocolate, confusion on her face. "Like what, exactly? This room is empty." And, indeed, it was.

Chocolate grinned. "I know, isn't it great?" Blizzard facehoofed.

The group stared at Chocolate, puzzled. Rarity blinked several times, then a slightly forced smile stretched across her face. "Yes, quite."

Blizzard leaned over towards Twilight and lowered her voice to a whisper. "I'm so sorry about this, I tried to talk him out of it, and I thought it worked, but apparently I was wrong."

Twilight looked at Blizzard. She, too, lowered her voice. "Sorry about what?"

Before she got a chance to respond, Chocolate grinned, and his horn lit up in the familiar multicolored glow. Before anypony had a chance to question this, a brilliant white light filled the room, blinding the five remaining tourists.

A chorus of surprise sounded from the blinded guests before Chocolate's voice sounded from the center of the room. "Now that we've taken care of that, let's make our way to our next destination."

Twilight shook her head. "I can't see! How do you expect us to travel!?"

Chocolate chuckled. "Easy! Just follow my voice!"

Blizzard's voice sounded resigned. "Cocoa, what am I going to do with you?"

Chocolate chuckled again. "Have fun?" Blizzard sighed. Chocolate's voice sounded more distant. "Alright, everypony! Let's go!"

As the group's vision returned, they realized that they were very close to running into the walls around the doorway on the other side of the room. They quickly lined up to file through, entering a large round room with many tubes extending from the ceiling around the circumference of the room. Under said tubes were what appeared to be small scales, flat metal plates with two bracers, one on each side. Visible in front of each plate was a large bin.

Rainbow Dash began to hover above the rest of the group. "So, what are we looking at here?"

Chocolate turned to face the group. "Magically powered quality control. The product gets magiced through the Factory from the manufacturing areas, via these tubes, and gets dropped onto these magical sensor plates. Items that pass the inspection get dropped into the bins in front of the plates to be sent off to packaging." Before he could continue his explanation, a whirring sound emanated from the ceiling. The whirring grew louder before products began to drop out of the tubes. Chocolate bars of all shapes and sizes. Jawbreakers, gums, hard candies of all shapes. There was a single, unified thump from around the room as all of the candies hit the plates. Each plate tilted simultaneously, most towards the center, but a few tilted away. All of the candies slid off of their plate, which tilted back to flat just in time for the next thump to repeat the process.

Pinkie Pie, Rainbow Dash, and Spike were soon next to the approval bins, peering in at the magically accepted candies. Twilight remained next to Blizzard. "What makes the sweets acceptable?"

The pegasus glanced at the unicorn next to her. "Honestly, I'm not sure. Cocoa made the sensors and their regulations, although I'm pretty sure that they're fairly lax." Twilight nodded.

Chocolate, in the meantime, had been enthralled with the process that he had set up to ensure that only the best was being shipped from his Factory.

Rarity, however, was more interested in what happened to the rejected sweets. She slid around one of the sensor plates that had recently rejected a bright red gumdrop. She stared at an empty patch of floor. The plate in front of her dropped another bright red gumdrop into the bin on the other side of the plate. She slid directly behind the plate staring intently at the floor, her keen eye for detail trying to pick out something that might indicate where the rejected sweets were going. She gasped. "Ah ha!" At that moment, a rejected gumdrop landed right in front of her face, and the floor fell open. "Wha-ha-HA!"

The other six occupants of the room looked over at her just in time to see her tail disappear as the floor closed behind her. Spike was soon next to the plate, clawing at the floor. "Rarity!"

Twilight anxiously glanced up at Chocolate. "She'll be okay, won't she?"

Chocolate seemed to be visibly shaken. After a moment, he looked up at the other unicorn. "Oh, of course. She'll just be covered in..." Another gumdrop was accepted. "...rejected cherry flavored gumdrops. Although, I should tell the main Minion not to remake the rejected cherry flavored gumdrops for a while..." His horn lit up, and one of the Minions appeared from the door they had just come through. "One of our guests..." Another cherry gumdrop was rejected bouncing off of Spike's head and falling through the floor that opened up underneath him. "...Two of our guests have fallen down the hatch for the rejected cherry flavored gumdrops. Do be sure that they aren't remade into gumdrops." The Minion saluted and charged off through a door on the other side of the room.

Twilight, still slightly shell-shocked, stared at Blizzard. "Is the Factory usually this dangerous?"

Blizzard grinned sheepishly. "Honestly?" Twilight nodded. "Well, besides me, Cocoa, and the Minions, you're the first ponies we've had visit. And I was there when Cocoa designed the place, and we gave the Minions a very in-depth safety spiel that took several days." She shrugged. "So this is kinda unprecedented territory."

Twilight stared, mouth agape. "Really?" The pegasus nodded. "Well then-"

She was cut off by Chocolate. "Well, I think we're ready to head on to the next stop on our tour."

Rainbow Dash fluttered over in front of Chocolate. "Hey now, where do get off leaving our friends up tubes and down holes!"

Chocolate just shook his head. "It's not my fault that their curiosity got the better of them, now is it?" Rainbow just hovered there, at a loss for words. "Good, now that that's settled, let's go." He spun on one hoof and pointed himself towards a door on the opposite side of the room from the door that they entered from. "Are we all ready?" A quick scan of the group revealed positive, if hesitant, attitudes. "Well then, let's go." He led the group in front of the door, which slid up into the ceiling.

And the world faded to white.


	6. Chapter 5

As the world faded back into color, Chocolate Factory was explaining to Rainbow Dash the intricacies of the trans-Factory transport system. "-and it lets me travel across the Factory incredibly quickly."

"Ya know, I bet that I could beat you back to the front of the Factory with me flying and you taking your fancy transportation." Rainbow fluttered her wings in anticipation.

Chocolate grinned. "Are you sure that you remember the route back?"

Rainbow scoffed. "Of course I do! What do you think I am?"

Chocolate chuckled. "Maybe an airheaded pegasus?"

The cyan pegasus growled, hovering a little higher than she was a second ago. "I am _not_ airheaded!"

The dark brown unicorn took a step forward, still grinning cockily. "Care to put your bits where your mouth is?"

The brash pegasus landed right in front of the chocolate unicorn. "Yeah, I do! If I win, I get all the free chocolate that I want."

Chocolate's grin grew. "And if I win, you help Icy with the weather of the Factory for a month without pay."

The pegasus took a step forward, her face mere inches from the unicorn's. "Deal!" She backed off a touch. "So who's gonna be our starter?"

Chocolate shrugged. "How about Icy?"

Rainbow nodded. "Yeah, that'll work."

The unicorn turned towards the rest of the group. "How about it, Icy?" The frozen pegasus shrugged. "Alright then." The racer's took starting positions. "Whenever you're ready, Icy."

Blizzard sighed, shaking her head. "Whatever. Three, two, one, go?"

The two racers took off in different directions, one heading towards the door through which the group had just come, the other trotting over towards a glowing area on the floor at the side of the room. Rainbow flew through the door in a technicolor whirlwind while Chocolate disappeared in a flash.

Blizzard just sighed again. "Well, while they're doing... that, let's keep going." Twilight and Pinkie both nodded and followed Blizzard as she went through one of the many doors in the room.

They entered a tall round room with light gray walls. A low pulsating sound could be heard drifting down from above.

Blizzard turned around to face Twilight and Pinkie. "Be careful in here. This product is still in the initial stages of testing. It's a soda that'll allow non-pegasi to stand on clouds and cause them to become a little bit lighter, so that they'll be able to jump higher and farther."

"Sweet!" Pinkie sprinted over to a large spigot coming out of the wall. She quickly turned it on and guzzled enough of the soda to cause her body to swell up before she burped once and returned to her original size. "Ooooo, I feel all tingly." The pink mare giggled as she started to bounce back over to stand next to Twilight, but she never came back down.

Twilight gasped, staring up at Pinkie as she ascended towards the ceiling, where a large fan could be seen behind a metal grate.

Blizzard sighed. She unfolded her wings and fluttered up to Pinkie, pushing her back down to the floor. "I told you to be careful, and that the soda wasn't finished yet." Blizzard looked at Twilight. "Are all your friends this..." She gestured wildly.

Twilight nodded. "Unfortunately."

The frozen mare turned back to the pink mare. "Until this wears off, you need to do nothing more active than trot, okay?" Pinkie nodded vigorously. "Good, then let's go back and wait for Cocoa and your friend back in the hub."

Returning through the door, they entered a fairly large room with technicolor walls and glowing panels all across the floor. Each panel was a different color, and each had small letters emblazoned on each side indicating which room in the Factory the panel led to.

Pinkie trotted over to one of the panels. "So how do these things work?"

Blizzard trotted up beside the pink mare. "Well, it's fairly simple really. It's just a... Wait, didn't Cocoa already go over this?"

Pinkie grinned. "Did he? I can't seem to remember."

The frozen are raised an eyebrow. "Ooookaaayy. Well, long story short, Cocoa experimented with your basic teleportation spell, and enchanted the panels with that new spell. All you have to do is place all four hooves on the panel and off you go."

Pinkie bounced a little, rising a few hands off the ground. "That is so cool!"

Just then, there was a flash from across the room, and Chocolate appeared on the panel with 'Lobby' on it.

Blizzard trotted over to stand next to Chocolate, who stepped off of the panel. "The soda still needs less lightening and more endurance." Chocolate nodded. "By the way, where's that Rainbow Dash at?"

Chocolate shrugged. "She should be on her way right now."

Twilight trotted over as well. "Well, what happened?"

Chocolate lead the three ponies over to the edge of the room, sitting on his haunches. "I teleported back into the lobby and sat behind the secretary's desk to wait. I think I dozed off, because next thing I knew, Rainbow burst in panting like she'd just sprinted a marathon." He grinned. "I think she got a little lost on the way. When she noticed that I was already there, she demanded a rematch, said she'd beat me back here. So I accepted, she counted off, took off, and I teleported back here. So what should we do while we're waiting for her?"

* * *

They sat like that for at least an hour, regaling each other with stories and cracking jokes, when Chocolate said, "Well, it looks like Rainbow Dash is officially lost." His horn lit up in his brown, red, and blue aura and several Minions filed into the room from one of the doors. "Our multicolored guest has gotten lost on her way from the lobby here. Do be sure she'll find her way out." The Minions saluted before galloping through another door. Chocolate turned back to the three other ponies in the room. "Well, I guess it's time to go."

Twilight looked around at the three other ponies in the room. "Don't you think that we should get the rest of our group before we finish the tour?"

Chocolate waved a hoof in her direction as he walked towards a previously unopened door. "Nonsense. We'll just meet up with them at the end of the tour."

The lavender mare watched the rest of the group walk towards the door, before following with an unamused grunt.

The four ponies traveled down a simple hallway. There were no doors along the walls, no decorations of any kind. They arrived at the end of the hall, in front of a very large wooden door. Chocolate stopped and turned to face the three ponies that he was leading. "Are we ready?" Seeing affirmative nods from the tourists, he magiced the door open and backed through the door. "Well then, let's go."


	7. Chapter 6

Chocolate Factory walked through the large wooden door tail first, Blizzard following shortly behind with Pinkie Pie bouncing along next to her, and Twilight Sparkle hesitantly bringing up the rear. The room that they entered was pitch black, the only light coming from the door they just passed through. Said door slowly drifted shut, the light coming through disappearing.

Twilight lit up her horn, forming a ball of light at the tip of her horn and casting a magenta glow on the three ponies standing next to her. She turned to glare at Chocolate. "And why, may I ask, are there no lights in here?"

Chocolate smiled through the glare. "Oh, there are lights, they're just not on."

Twilight snorted, steam puffing out of her nostrils. "That is exactly what I meant!"

Chocolate's smile never wavered. "Well if that's what you meant, then you should have said 'why is there no light'. You see-"

Twilight was literally steaming. "I know my grammar." Her voice had been steadily rising throughout this whole ordeal.

Chocolate's smile grew a little. "Well, of course you know _your_ grammar, but is it proper Equuish grammar?"

Blizzard audibly facehoofed, causing the two discoursing ponies to look towards her. There was a red circle on her forehead and she was shaking her head from side to side. Pinkie, next to her, was bouncing excitedly.

This interruption essentially ended the yelling match, distracting the two unicorns long enough for them to lose track of the conversation. Chocolate's grin reformed as he turned to look at Twilight. The lavender mare met his grin with a sheepish smile. "So, why are the lights off?"

The hatted unicorn's grin grew. "Ah, but I can't tell you, now can I?"

Twilight grunted. "Apparently not."

Chocolate's grin took on a mischievous air. "I _might_ tell you why the lights are off if you cut off _your_ light."

Twilight let out an exasperated sigh. "Fine." There was a short hum and the ball of light disappeared, leaving the room shrouded in darkness. For a moment, nopony said anything. Said silence was broken by the magical mare. "Well? Are you going to tell me?"

Chocolate's voice drifted out of the murk. "Waaaiiit fooor it."

The peeved unicorn sighed. "Wait for what?"

The same voice drifted to her ears, sounding self confident and vaguely teasing. "You'll know when it gets here."

Twilight let out another sigh. "Fine. I'll wait."

Right after these words left her mouth, the lights came up, flooding the room with bright light. The sudden influx of bright light caused the two remaining tourists to be blinded, and the frozen pegasus to start, leaving the proprietor unfazed.

Blizzard shook her head, nonplussed. "What the hay was that for, Cocoa?"

Chocolate chuckled, his expression showing self-satisfaction. "I just thought I'd get one last flash in before we were finished here. Can't have too many blindings, now can we?"

Twilight groaned. "I beg to differ." Pinkie, next to her, rubbed her eyes with a hoof before resuming her exited bouncing. "Were we just waiting for the flash?"

Chocolate paused for a moment, bringing a hoof to his chin, before returning it to the floor, a smile on his face. "No, we _weren't_ just waiting for the flash. We were also waiting for _this_ to get set up."

A rumble began to emanate from behind the door they had just passed through. Another, quieter rumble could now be heard coming from across the now lit room. Before any if the ponies had time to ponder what could make such a sound, the rumble behind them grew until it became a thunderous roar. Suddenly, a swarm of Minions poured through the door, flooding around the four ponies standing there. A scream sounded out, piercing through the tumultuous stampede. The scream continued on, although it began to fade after a short while. The scream faded back into the white noise, which also began to fade as the amount of Minions storming through decreased. As the last Minion passed the group standing by the door, which began to swing shut, they followed its path across the room with their eyes.

The room that they were in was fairly large with an excessively high ceiling. The final Minion passed through a door, large and ornate, at the other end of the room. As the aforementioned door swung shut, the ponies in the other side of the room were relieved of their spellbound state. In short order, Pinkie soon began her energetic hopping next to Blizzard, who glanced over at Chocolate, who was grinning widely.

Blizzard, for her part, wasn't showing the fear that she felt as she watched in horrified fascination as Chocolate's facial expression grew from slightly unnerving straight to down right frightening in a matter if seconds, a testament to her will. "Cocoa? Are you alright?"

This seemed to break Chocolate out of a trance. "Oh, I am more than alright. It seems that the Minions have made their choice." He turned to face the jumpy pink pony. "You, my dear Pinkie, have been chosen by the Minions. Do you know what that means?"

Pinkie gasped. "Ooh, I _love_ guessing games! Does it mean... I taste bad? Does it mean... they need a party?" Another gasp. "Does it mean I won?!"

Chocolate nodded enthusiastically. "Yes! It means you've won!" He clapped his hooves together repeatedly. "Now, do you know what _that_ means?"

Pinkie stopped in mid bounce, before dropping to the ground with a few small clops. She brought a forehoof to her chin and sat in silence for a moment. "Does it mean that I get free chocolate?"

Chocolate grinned widely. "Not bad, Miss Pie, not bad. Well, I'll have you know that the three of us, along with the Minions, but they hardly count, they don't eat much, are the only ones in the whole of Equestria who have access to such a large supply of chocolate. Except maybe the Princesses, but they don't really count, now do they?" Chocolate's expression grew slightly more solemn. "Now, I can't rightly give you all the free chocolate that I want, but you can use this," a plastic card slipped out from a pocket in his vest inside his magic, "you can get a free chocolate bar, or anything I sell, from any store that sells my products once per day. That's one item per day for a year. And then any time you come to the home Factory, I'll let you into the edible inedibles storehouse and give you free reign. I just ask that you don't eat _everything_." Pinkie nodded vigorously. "And you can't tell anypony about this, okay? This is our little secret." Pinkie nodded even more vigorously. Chocolate floated the card in front of Pinkie's face. "Well then, shall we go see your friends?"

Pinkie seized the card in her mouth, muttered an affirmative, and tucked the card into her mane.

Chocolate turned around and began marching towards the door that the Minions had flooded through earlier, with Blizzard trotting at his side and Pinkie bouncing along behind them. Pushing the ornate door open with his magic, he led the two through the large doorway into a simple sitting room. The door swung closed behind them, and they took a seat.

After sitting for roughly ten minutes, the three ponies glanced up at the sound of another door opening on the other side of the room. Coming through it, led by a single Minion, were the rest of the tourists, those who were eliminated by the Minions. Twilight entered first, looking bewildered. Rainbow Dash followed her, exhausted, followed by a gumdrop-covered Rarity. A similarly attired Spike followed dreamily. A blue pony entered shortly thereafter wearing a familiar Stetson, coaxing a completely brown pegasus through. The five ponies and dragon that entered were led by the Minion to the couches that Chocolate, Blizzard, and Pinkie were lounging on and took seats themselves.

Chocolate tipped his hat up, lighting his horn. "Well, this is the end of the tour. Thanks for coming and have a nice day! Remember: Chocolate Factory's Chocolate Factory satisfies your sweet tooth!" He stood up and, with Blizzard following suit, made his way out the door that the recently reintroduced ponies were just brought through. Seven chocolate bars floated through the door as they exited, one floating in front of each of the tourists. As they obtained the proffered chocolate, the Minion began to walk towards the door, signaling for the guests to follow.

The seven tourists followed the Minion, slightly confused, as it led them through the Factory. Presently, they were led through a doorway, which opened up into the foyer behind the secretary's desk. The Minion gestured towards the large exterior doors before turning around and returning through the door, pulling it closed.

The seven tourists glanced around at each other in confusion. Twilight broke the silence first. "Well, that was abrupt." The group then began to recount tales of their exploits throughout the day as they exited the Factory.

Meanwhile, Pinkie bounced along behind them, smiling like a madmare.

* * *

Chocolate turned to Blizzard, who stood next to him in the Factory's surveillance room. "I think this will make for a great story, don't you?"

Blizzard merely shook her head and exited the room to continue on with running Chocolate Factory's Chocolate Factory.

* * *

**A/N: Whelp, that's La Fin. I hope y'all enjoyed it!**


End file.
